Caramel Marshmallow Popcorn

Deliciously gooey 5-minute Caramel Marshmallow Popcorn is simple, quick, and perfect for parties and holidays!

This gooey Caramel Marshmallow Popcorn takes minutes to make and is a delicious treat for any holiday, party, or movie night. Similar to Rice Krispie Treats and filled with simple ingredients, we have a feeling you’ll love this popcorn as much as we do!

Deliciously gooey 5-minute Caramel Marshmallow Popcorn is simple, quick, and perfect for parties and holidays!

marshmallow Popcorn goodness

Do you like Marshmallows? And do you like Popcorn? How about Caramel?

If you love all 3, then you’ll love today’s recipe for Caramel Marshmallow Popcorn. Believe us when we say that it is beyond addicting!

Turn this treat into Marshmallow Popcorn Balls and the kids will go crazy!

It is so easy to make and takes only 5 minutes. The best part is it’s so gooey good. If you’re looking for a great treat for parties and get-togethers – this is it! Or even a family movie night. We promise it will be a hit!

Popped kernels ready for making caramel marshmallow popcorn.

How to Make Marshmallow Popcorn

Caramel Marshmallow Popcorn takes just minutes to make!

POPCORN. Pop the popcorn and place it in a large bowl, remove unpopped kernels. Set aside.

CARAMEL. Melt the unsalted butter in a medium saucepan on medium heat. Add brown sugar and corn syrup until well blended. Add marshmallows and stir continuously on low heat until all melted.

COMBINE. Pour marshmallow mixture over popcorn and mix well. Spread popcorn on parchment paper or put it on a greased baking sheet and let set.

Gooey Caramel marshmallow popcorn on baking sheet lined with parchment paper.

Recipe Tips

Amount in one bag of popcorn. One 3.28 oz bag of popcorn contains 5 tablespoons of un-popped kernels or about 11 cups of popped corn. There are 3 ways to get popcorn for this recipe:

  1. Buy 11 cups of plain pre-popped popcorn.
  2. Pop 5 tablespoons of your own kernels.
  3. Pop a bag of plain microwave popcorn. 

Marshmallows. Substitute large marshmallows for mini marshmallows with a 1:10 ratio. For this recipe use 200 mini marshmallows or about 3 cups. Either way, remember old marshmallows won’t melt well.

Corn syrup substitute. There are a few options though they may alter the taste, but not by much. Substitute a 1:1 ratio of maple syrup or honey. In the UK the closest substitute is “Golden Syrup”.

  • Make your own simple syrup: In a saucepan mix ¼ cup of water with 1 cup of granulated sugar. Simmer until the sugar has melted and makes a syrup. 

Popcorn. Use any flavor of popcorn, but I prefer plain popcorn for this recipe. Kettle corn, salted popcorn, or lightly buttered popcorn work as well.

Don’t add extra popcorn or there won’t be enough caramel to hold them together. However, if you don’t add enough popcorn, the caramel will “melt” and it won’t hold its shape. 

Easy cleanup. Grease your hands with cooking spray before forming the balls to prevent sticking. 

Toppings. This popcorn really speaks for itself, but it can be fun to mix in a few colored sprinkles, little candies, chopped nuts, or mini chocolate chips. Do not add too many extras or the ratios will be off and the popcorn ball won’t stick together. 

Close up of a red bowl filled with caramel marshmallow popcorn.

Storing Info

STORE all Marshmallow Popcorn together in an airtight container or wrap individual balls tightly with plastic wrap. The popcorn should last for 7-10 days at room temperature. 

For more popcorn recipes:

Caramel Marshmallow Popcorn Recipe

4.98 from 40 votes
Deliciously gooey 5-minute Caramel Marshmallow Popcorn is simple, quick, and perfect for parties and holidays!
Course Dessert
Cuisine American
Prep Time 5 minutes
Cook Time 5 minutes
Rest Time 10 minutes
Total Time 20 minutes
Servings 8
Calories 270 kcal
Author Lil’ Luna


  • 1 (3.2-ounce) bag plain microwave popcorn
  • ½ cup unsalted butter
  • 1 cup packed light brown sugar
  • 1 tablespoon light corn syrup
  • 20 large marshmallows or 3 cups mini marshmallows


  • Pop popcorn and place in a large bowl, removing any un-popped kernels.
  • Melt butter in a medium saucepan over medium-low heat. Add brown sugar and corn syrup and cook, stirring, until well blended. Add marshmallows and stir continuously until all melted, about 5 minutes.
  • Pour mixture over popcorn and mix well. Spread popcorn out on parchment paper or a greased baking sheet and let sit for about 10 minutes to set up.



Choose Your Favorite Popcorn: One 3.28-ounce bag of microwave popcorn contains 5 tablespoons of un-popped kernels, which makes 10–11 cups of popped popcorn. So for this recipe, you can buy 11 cups of plain pre-popped popcorn, pop 5 tablespoons of your own kernels, or pop 1 bag of plain microwave popcorn.

Recipe adapted from Raining Hot Coupons.

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About Kristyn

My name is Kristyn and I’m the mom of SIX stinkin’ cute kids and the wife to my smokin’ hot hubby, Lo. My mom’s maiden name is Luna, and I’m one of the many crafty “Lil’ Lunas” in the fam. On this site I like to share all things creative - from recipes to home decor to gifts and home decor ideas. Welcome!

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Recipe Rating


  1. Lily has an ADORABLE smile!! And that caramel popcorn looks delicious, too. I HAVE to try this someday!! (If I remember)

  2. Looks scrumptious! Can you tell me what size of bag of popcorn you used and better yet, how many cups of popped popcorn (instead of using microwave popcorn) it would equal? Thanks.

    1. I used a regular bag of popcorn which seemed to make about 3 – 3.5 cups of popcorn. 🙂

  3. I mad this is weekend a d think I messed something up…. My Carmel poppopcorn ended up hard as a rock! Did I maybe heat the sugar mix too long? I love yourrecipies BTW! I’ve tried a few of them! My favorite so far is your glazed lemon zuchinni bread! Delicious!

  4. 5 stars
    This looks amazing! I want to make it but..I don’t really want to use corn syrup…is there anything else I can sub it for? D: I want some of this so badddd lol

  5. 5 stars
    I stumbled across this and just happened to have the ingredients on hand, so My daughter and I made it. So delicious and sticky because I couldn’t wait for it to set.

    1. I’m sorry I don’t have that info. I’d have to look at each ingredient to get a count. It sure is good though! Thanks so much!

    2. If you are making something with butter, brown sugar, marshmallows and syrup I think the calories and carbs and fat are a mute point??? Making this this weekend it looks incredible. Thank you!

    1. I haven’t tried, but I’m sure you could. It wouldn’t be quite the same, but I think it’d be fine. Let me know if you give it a try! Thank you!

  6. Looks yummy, but I wish you would be more clear about the popcorn. Is it a bought bag of popped corn? an unpopped bag of microwave popcorn? a bag of unpopped kernels? I am taking this to mean a bag of microwave popcorn, but I see how it can cause confusion. 🙂 Just a suggestion! 🙂

    1. It can be a bought bag or a pooped bag of microwave’s whatever you like, as long as it’s popped 🙂

    1. I would store it in an air tight container or even a bag should be ok. It is sticky, so a container might be better. Enjoy!

    1. I haven’t tried. It should be ok. I’m sorry, I don’t know for sure. I guess there’s one way to find out 🙂

  7. What size of bag of popcorn. Do you pop the whole thing. Can you tell me approximately how many cups of popcorn?

    1. I can’t remember the ounces, but it’s just a normal size bag & yes, I pop the whole thing 🙂 Hope that helps 🙂

  8. 5 stars
    I halved the ‘sauce’, added pretzels, m&ms, walnuts and pecans. We didn’t miss the extra sugar… Although I can imagine with the full serving it would be absolutly divine!

    1. Mixing the other ingredients? Yes, all on the oven, to melt all together & get so creamy, smooth 🙂

      1. I was thinking that was a typo. Typically it’d be on the stove or in the oven. If it’s in the oven what temperature?

        1. Oops…it is the stove, I am not sure what I was thinking. In my mind I was thinking they were the same 🙂 LOL!!

    1. A bag of un-popped popcorn is close to 3 ounces (around that). I’m not quite sure how much it is, popped.

  9. Wow! Looks amazing! – Melt butter in a medium pot on the oven? I believe you meant stove. Thank you for sharing!

  10. 5 stars
    We make this for almost every movie night! Stays so yummy and gooey to eat the next day if you even have any leftover to eat.

  11. 5 stars
    Hi Kristyn, thank you for the free ebook!! I love the recipes you INCLUDED. Just wanted to mention your opening paragraph about your family said 5 KIDs but there are 6 pictured.

    1. I am so glad you like it! Not sure what paragraph it is, but it could have been written when I had 5 kids, but I am always updating our picture 🙂

  12. 4 stars
    I used 1/2 unpopped kernels in my air popper and added a tablespoon of kosher salt, but I love the caramel and marshmallows together!

  13. Hi Kristyn, could I use marshmallow fluff? If so any idea how much? This looks sooo yummy, going to make & give as gifts for Christmas. Thank you! Have a wonderful holiday season!

  14. 5 stars
    I made this recipe, and forgot the karo syrup. However it was excellent without the syrup. What is the purpose of the syrup?
    Such a good caramel popcorn ball!!!! Thank you for sharing!

  15. 5 stars
    My favorite recipe so far!! It’s so ooey gooey delicious! I usually double the recipe cause it goes so fast!

    1. 5 stars
      My favorite recipe so far!! It’s so ooey gooey delicious! I usually double the recipe cause it goes so fast!

  16. I just used the regular size bag of unpopped popcorn. I don’t have one in front of me, to know the ounces. Sorry. And, it was just the microwave kind. I hope that helps!